exv10w36



 







Exhibit 10.36




DEED OF NOVATION




DATED 20 DECEMBER 2005




SHELL CHEMICALS EUROPE B.V.




and




SHELL
PÉTROCHIMIE MÉDITERRANÉE S.A.S.




and




BASELL POLYOLÉFINES FRANCE S.A.S.




and




KRATON POLYMERS FRANCE S.A.S.




ALLEN & OVERY




Allen & Overy LLP




London




 









 








THIS DEED is made on 20 DECEMBER 2005




BETWEEN:





	(1)	 	Shell Chemicals Europe B.V., a company incorporated in The Netherlands, whose
registered office is at Hoofdweg 256, 3067 GJ Rotterdam, The
Netherlands (SCE);
	 
	(2)	 	Shell Pétrochimie Méditerranée S.A.S, a
société par actions simplifiée incorporated in
France, whose registered office is at Chemin Départemental
54, 13130 Berre l’Etang, France (SPM);
	 
	(3)	 	Basell Polyoléfines France S.A.S., a company incorporated in the Republic of France,
whose registered office is at 81 Avenue François Arago, 92000
Nanterre, France (Basell); and
	 
	(4)	 	KRATON Polymers France S.A.S., a company incorporated in the Republic of France, whose
registered office is at Immeuble Icare, Parc Tertiaire de l’Etang, 13131 BERRE L’ETANG CEDEX,
France (KRATON).





WHEREAS:





	(A)	 	Shell Chimie S.A. and KRATON entered into an agreement dated 11 April 2000 relating
to the supply of 1,3-Butadiene (the Original Agreement). A copy of the Original Agreement is
appended in Schedule 1 to this deed.
	 
	(B)	 	Shell Chimie S.A. subsequently merged with SPM.
	 
	(C)	 	The benefit of the Original Agreement was assigned by SPM to SCE pursuant to an
assignment agreement dated Octobre 29, 2002 (the Assignment).
(The Original Agreement as assigned by
the Assignment being the Agreement for the purposes of this deed.)
	 
	(D)	 	SCE and Basell are contemplating entering into a business
sale agreement (the Business
Sale Agreement) under which Basell will purchase SCE’s business including, with the consent of KRATON, the benefit and burden of the Original Agreement as assigned by the Assignment.
	 
	(E)	 	SCE and SPM wish to be released and discharged from the Agreement and KRATON wishes to
release and discharge each of SCE and SPM from the Agreement on the basis of Basell’s and KRATON’s
wish to perform, discharge and observe the terms of the Agreement as if Basell were named in it in
place of each of SCE and SPM, all with effect as of and from the Effective Date.





THIS DEED WITNESSES as follows:





	1.	 	NOVATION
	 
	1.1	 	This deed shall have effect from the date of completion of the Business Sale Agreement
(as notified by SCE or SPM or Basell to KRATON) (the Effective
Date).
	 
	1.2	 	With effect from the Effective Date, the provisions of the Agreement shall be novated
and continue in effect on identical terms to those in existence prior to the execution of this
deed, save that Basell shall be deemed to be a party to the Agreement in place of SCE and SPM.
	 
	1.3	 	As from the Effective Date, Basell:





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	 	(a)	 	undertakes to perform, discharge and observe all obligations and liabilities on
the part of each of SCE and SPM under the Agreement which would, but for this deed, be due to be
performed, discharged or observed on and after the Effective Date;
	 
	 	(b)	 	agrees to be bound by all the provisions of the Agreement by which each of SCE and SPM
would, but for this deed, be bound on and after the Effective Date; and
	 
	 	(c)	 	agrees that KRATON shall be entitled to all rights, powers, interests and benefits
under the Agreement which would, but for this deed, subsist in favour of or be exercisable by KRATON on and after the Effective Date,






as if Basell were named in the Agreement in place of each of SCE and SPM.




	1.4	 	KRATON unconditionally releases and discharges each of SCE and SPM from all obligations
and liabilities whatsoever under the Agreement which are due to be performed, discharged or
observed on or after the Effective Date, and accepts the liability of Basell in respect of the
Agreement in place of SCE and SPM respectively with effect from the Effective Date.
	 
	1.5	 	KRATON:






	 	(a)	 	undertakes to perform, discharge and observe all obligations and liabilities on the
part of KRATON under the Agreement which would, but for this deed, fail to be performed, discharged
or observed on and after the Effective Date;
	 
	 	(b)	 	agrees to be bound by all the provisions of the Agreement by which KRATON would, but for
this deed, be bound on and after the Effective Date; and
	 
	 	(c)	 	agrees that Basell shall be entitled to all rights, powers, interests and benefits
under the Agreement which would, but for this deed, subsist in favour of or be exercisable by each
of SCE and SPM on and after the Effective Date,






as
if Basell were named in the Agreement in place of each of SCE and SPM.




	1.6	 	Each of SPM and SCE unconditionally releases and discharges KRATON from all obligations
and liabilities whatsoever under the Agreement which are due to be performed, discharged or
observed on or after the Effective Date.
	 
	2.	 	GENERAL
	 
	2.1	 	This deed may be executed in any number of counterparts, all of which taken together
shall constitute one and the same deed, and any party may enter into this deed by executing a
counterpart.
	 
	2.2	 	A person who is not a party to this deed may not enforce any of its terms under the
Contracts (Rights of Third Parties) Act 1999.
	 
	2.3	 	Each party shall, at its own expense, at all times from the Effective Date do all things
as may be required to give full effect to this deed, including, without limitation, the execution
of all deeds and documents.
	 
	2.4	 	None of the rights or obligations of Basell under this deed may be assigned or transferred
without the prior written consent of KRATON, and none of the rights or obligations of KRATON
under this deed may be assigned or transferred without the prior written consent of Basell,





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	 	 	except that no consent shall be required in the case of an assignment or transfer to an “Affiliate”
or “Affiliates” (as defined in the Agreement).
	 	 	 
	2.5	 	This deed is governed by English law. The English courts have exclusive jurisdiction to
settle any dispute, claim or controversy arising out of or in connection with this deed.




IN WITNESS of which this deed has been executed and has been delivered on the date which appears
first on page 1.




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SCHEDULE 1




[Agreement
filed as Exhibit 10.43 to the Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed on July 15, 2005.]




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SIGNATORIES




	 	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	 	 	)	 
	SHELL CHEMICALS
EUROPE B.V. acting by	 	 	)	 
	 

	 	 	 	 	)	 
	acting under the authority of that	 	 	)	 
	Company, in the presence of:	 	 	)	 
	 
	 	 	 	 	 	 
	Witness’s Signature:

	 	/s/ [ILLEGIBLE]	 	 	 	 
	Name:

	 	 

[ILLEGIBLE]
	 	 	 	 
	Address:

	 	Legal Manager	 	 	 	 
	 

	 	20/12/05	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	 	 	)	 
	SHELL
PÉTROCHIMIE MÉDITERRANÉE acting by	 	 	)	 
	 
	 	 	 	 	)	 
	acting under the authority of that	 	 	)	 
	Company, in the presence of:	 	 	)	 
	 
	 	 	 	 	 	 
	Witness’s Signature:

	 	/s/ [ILLEGIBLE]	 	 	 	 
	Name:

	 	 

[ILLEGIBLE]
	 	 	 	 
	Address:

	 	[ILLEGIBLE]	 	 	 	 
	 
	 	 	 	 	 	 
	EXECUTED as a deed by

	 	 	 	 	)	 
	BASELL POLYOLÉFINES FRANCE S.A.S. acting by	 	 	)	 
	 
	 	 	 	 	)	 
	acting under the authority of that	 	 	)	 
	Company, in the presence of:	 	 	)	 
	 
	 	 	 	 	 	 
	Witness’s Signature:

	 	/s/ [ILLEGIBLE]	 	 	 	 
	Name:

	 	 

[ILLEGIBLE]
	 	 	 	 
	Address:

	 	[ILLEGIBLE]	 	 	 	 






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	EXECUTED as a deed by

	 	 	 	 	)	 
	KRATON POLYMERS FRANCE S.A.S. acting by	 	 	)	 
	 

	 	 	 	 	)	 
	acting under the authority of that	 	 	)	/s/
Nick Dekker

	Company, in the presence of:	 	 	)	Nick
Dekker

	 
	 	 	 	 	 	 
	Witness’s Signature:

	 	/s/ Martjin Warmerdam	 	 	 	 
	Name:

	 	 

Martjin Warmerdam
	 	 	 	 
	Address:

	 	[ILLEGIBLE]	 	 	 	 







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